冰山冷热: 董事会议事规则（2025年第一次临时股东大会审议通过）

Core Points - The document outlines the rules for the board of directors of Iceberg Cold Chain Technology Co., Ltd, aiming to standardize decision-making processes and enhance operational efficiency [1][11] - The board is responsible for various powers, including approving major company decisions, appointing senior management, and establishing committees [1][2] - The board must hold at least two meetings annually, with provisions for both regular and temporary meetings [2][3] Board Authority - The board has the authority to approve significant company changes, including mergers, acquisitions, and financial transactions [1][2] - It is required to establish an audit committee and may form a compensation and assessment committee, with independent directors holding a majority [1][2] Meeting Procedures - Regular meetings require a ten-day notice, while temporary meetings need a five-day notice [3][4] - Proposals for meetings must be submitted in writing, detailing the agenda and relevant materials [3][4] - Meetings can be conducted in person or through electronic means, ensuring all directors can express their opinions [4][5] Voting and Decision-Making - Decisions require a majority vote from the directors present, with specific rules for abstentions and conflicts of interest [6][8] - Proposals not included in the meeting notice cannot be voted on unless all directors agree [7][19] - Meeting records must be maintained, including attendance, agenda, and voting results [25][26] Confidentiality and Compliance - Directors and attendees are obligated to maintain confidentiality regarding meeting resolutions until officially announced [10][29] - The board must act within the authority granted by the shareholders and the company’s articles of association [9][22]